Limited Liability Partnership (LLP) Agreement (India) by OLL
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Limited Liability Partnership Agreement or LLP Agreement
[See Section 23(4) of the LLP Act, 2008 (6 of 2009)]
THIS AGREEMENT of Limited Liability Partnership (LLP) is made at ................ this .................... day of ..................... 20........
BETWEEN
(1) ................................... a company registered under the Companies Act, 1956, having its Registered Office at...................................... through its authorised representative ............................ which expression shall, unless it be repugnant to the subject or context thereof, include their legal heirs, successors, nominees and permitted assignees and hereinafter called the FIRST PARTY,
(2) .......................... S/o, D/o, W/o ........................ R/o ........................................... which expression shall, unless it be repugnant to the subject or context thereof, include their legal heirs, successors, nominees and permitted assignees and hereinafter called the SECOND PARTY,
and
(3) .......................... S/o, D/o, W/o ........................ R/o ........................................... which expression shall, unless it be repugnant to the subject or context thereof, include their legal heirs, successors, nominees and permitted assignees and hereinafter called the THIRD PARTY, and (All the PARTIES hereto, i.e., the FIRST PARTY, the SECOND PARTY and the THIRD PARTY shall be collectively called or referred to as the PARTNERS).
WHEREAS the First Party is ........................................................... WHEREAS the Second Party is ....................................................... WHEREAS the Third Party is ..........................................................
NOW the First Party, the Second Party and the Third Party are interested in forming a Limited Liability Partnership (LLP) under the Limited Liability Partnership Act, 2008 and intend to write down the terms and conditions of the said LLP as below.
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES/PARTNERS HERETO AS FOLLOWS: Name of the LLP
1. A Limited Liability Partnership (LLP) shall be carried on in the name and style of M/s. ............................ LLP and hereinafter called as the LLP. Registered Office
2. The LLP shall have its Registered Office at ................................... and/or at such other place or places, as shall be agreed to by the majority of the partners from time to time. Capital Contribution
3. The Capital Contribution of the LLP shall be Rs. ....................................... (Rupees ....................................... ... only) which shall be contributed by the partners in the following proportions: First Party ........% i.e. Rs. ............... (Rupees ....................... only) Second Party ........% i.e. Rs .............. (Rupees ..................... only) Third Party..........% i.e. Rs.................... (Rupees..................... only) The further Contribution if any required by the LLP shall be brought by the partners in their profit sharing ratio. Profit sharing ratio (PSR)
4. All the Partners of the LLP are entitled to share Profits & Losses in the ratio of their respective Capital Contribution in the LLP. The net profits & losses of the LLP shall be arrived at after providing for payment of Remuneration to the Designated and working partners and Interest on Partners’ Contribution in the LLP or Loan given by them to the LLP. Business and Objects of the LLP
5. The objects, business and activities of the LLP shall be under :
This is a preview. The full template is free on GitLaw.
This document is a formal agreement used to establish and govern a Limited Liability Partnership (LLP) under the Indian LLP Act, 2008. It defines essential operational terms including capital contributions, profit-sharing ratios, the rights and duties of partners, and procedures for meetings and arbitration.
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About this template
What is this template?
This is a formal governance contract for an Indian Limited Liability Partnership that overrides the default statutory rules found in the First Schedule of the LLP Act 2008. It contains specific schedules for ancillary business objects and a list of matters requiring majority resolutions. It is not a general partnership agreement under the 1932 Act or a company's Articles of Association.
When should you use it?
Use this template when registering a new LLP with the Ministry of Corporate Affairs in India and you need to define capital contributions in Rupees. If you are forming a traditional partnership without limited liability, use a General Partnership Deed instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 3 | Capital Contribution | Specifies the initial capital amount in Rupees and the percentage contributed by the First, Second, and Third Parties. |
| 4 | Profit sharing ratio (PSR) | Entitles all Partners to share profits and losses in direct proportion to their respective Capital Contribution in the LLP. |
| 8 | Admission of New Partner | Prohibits the introduction of any new partner without the unanimous consent of all existing partners. |
| 12 | Remuneration & Interest to Partners | Grants the majority of Partners authority to decide the remuneration paid to Designated and working partners for their services. |
| 46 | Cessation of existing Partners | Permits any partner to resign by providing at least 30 days written notice to the other partners. |
| 45 | Arbitration | Mandates that disputes be referred to arbitration under the provisions of the Arbitration and Conciliation Act, 1996. |
Who it's for
- Indian business entities incorporating as a Limited Liability Partnership under Section 23(4) of the LLP Act 2008
- a mix of corporate and individual partners forming a professional service or trading entity in India
- partners requiring a formal override of the default provisions in the First Schedule to the LLP Act
How long it runs and how it's signed
Law it's drafted under
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